HomeMy WebLinkAboutContract 58055 CSC No. 58055
AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT ("Agreement") is made and entered into by and between THE CITY OF
FORT WORTH, a Texas home rule municipal corporation ("City"), acting by and through its
duly authorized Assistant City Manager, and Hazen and Sawyer, PC, authorized to do business
in Texas ("Consultant").
RECITALS
WHEREAS, City desires to obtain training for the Water Department for professional
development of staff,
WHEREAS, City desires to hire a professional knowledgeable and experienced in
training services related to professional development;
WHEREAS,Consultant has represented that it is knowledgeable and experienced in providing
services of training on professional development; and
WHEREAS, City and Consultant mutually desire to enter into a contract for Consultant
to perform training services for the Water Department.
NOW, THEREFORE, in consideration of the mutual covenants herein expressed, the
parties agree as follows:
AGREEMENT
1, Services. Consultant agrees to provide training, at the location specified by the City, to
staff within the Water Department on September 15, 2022 (the "Event"), as detailed in Exhibit
A, attached hereto and incorporated herein for all purposes ("Services"). City employees will be
participating in this training as a required part of their duties. City will be responsible for
providing appropriate space and any necessary audio/visual equipment requested by Consultant
to the extent such is available. Consultant shall advise City of any needs regarding equipment
within five days of the first day Services will be provided.
2. Term._ The term of this Agreement shall be for a term beginning on the date executed by
the City's Assistant City Manager(the "Effective Date")and ending on the conclusion of Services
and payment of the Fee(as defined below), unless this Agreement is terminated earlier as provided
herein.
3. Fee. In consideration of the Services to be performed hereunder by Consultant, City
promises and agrees to pay Consultant an amount not to exceed $20,450 ("Fee") as full and complete
compensation for the Services to be performed hereunder, including any and all expenses incurred in
connection with performance of the Services. Upon full and complete performance of the Services,
City shall pay Consultant the Fee consistent with the Texas Prompt Payment Act.
OFFICIAL RECORD
Professional Services Agreement with Hazen and Sawyer,PC CITY SECRETARY
FT. WORTH, TX
4. Termination. Either party may cancel this Agreement at any time and for any reason by
providing the other party with ten days' written notice of termination. Upon Consultant's receipt of
such notice by City, Consultant shall immediately discontinue all Services and the placing of all orders
or the entering into of contracts for all supplies, assistance, facilities and materials in connection with
the performance of this Agreement, and shall proceed to cancel promptly all existing contracts insofar
as they are chargeable to this Agreement.
5. Independent Contractor. Consultant shall operate hereunder as an independent contractor
and not as an officer, agent, servant, or employee of City. Consultant shall have exclusive control of
and the exclusive right to control the details of the Services performed hereunder, and all persons
performing same, and shall be solely responsible for the acts and omissions of its officers, agents,
servants, employees, and subcontractors. The doctrine of respondeat superior shall not apply as
between the City and Consultant, its officers, agents, servants, employees, or subcontractors, and
nothing herein shall be construed as creating a partnership or joint enterprise between City and
Consultant. It is expressly understood and agreed that no officer, agent,employee,or subcontractor of
Consultant is in the paid service of City.
6. Indemnification. CONSULTANT COVENANTS AND AGREES TO INDEMNIFY,HOLD
HARMLESS AND DEFEND, AT ITS OWN EXPENSE, CITY AND ITS OFFICERS, AGENTS,
SERVANTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS
FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY,INCLUDING DEATH,TO
ANY AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL
OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THE EXECUTION,
PERFORMANCE, ATTEMPTED PERFORMANCE OR NONPERFORMANCE OF THIS
AGREEMENT AND/OR THE OPERATIONS, ACTIVITIES AND SERVICES DESCRIBED
HEREIN, WHETHER OR NOT CAUSED, IN WHOLE OR IN PART, BY ALLEGED
NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS,
OR SUBCONTRACTORS OF CITY; AND CONSULTANT HEREBY ASSUMES ALL
LIABILITY AND RESPONSIBILITY OF CITY AND ITS OFFICERS, AGENTS, SERVANTS,
AND EMPLOYEES FOR ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR
DAMAGE AND/OR PERSONAL INJURY,INCLUDING DEATH,TO ANY AND ALL PERSONS,
OF WHATSOEVER KINDS OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING
OUT OF OR IN CONNECTION WITH THE EXECUTION, PERFORMANCE, ATTEMPTED
PERFORMANCE OR NON-PERFORMANCE OF THIS AGREEMENT AND/OR THE
OPERATIONS, ACTIVITIES AND SERVICES DESCRIBED HEREIN, WHETHER OR NOT
CAUSED IN WHOLE OR IN PART, BY ALLEGED NEGLIGENCE OF OFFICERS,
AGENTS, SERVANTS, EMPLOYEES, CONTRACTORS OR SUBCONTRACTORS OF
CITY. CONSULTANT LIKEWISE COVENANTS AND AGREES TO AND DOES HEREBY
INDEMNIFY AND HOLD HARMLESS CITY FROM AND AGAINST ANY AND ALL INJURY,
DAMAGE OR DESTRUCTION OF PROPERTY OF CITY, ARISING OUT OF OR IN
CONNECTION WITH ALL ACTS OR OMISSIONS OF CONSULTANT, ITS OFFICERS,
MEMBERS, AGENTS, EMPLOYEES, SUBCONTRACTORS, INVITEES, LICENSEES, OR
PROGRAM PARTICIPANTS, WHETHER OR NOT CAUSED,IN WHOLE OR IN PART,BY
ALLEGED NEGLIGENCE OF OFFICERS, AGENTS, SERVANTS, EMPLOYEES,
CONTRACTORS OR SUBCONTRACTORS OF CITY.
Professional Services Agreement with Hazen and Sawyer,PC 2 of 7
CONSULTANT AGREES TO AND SHALL RELEASE CITY, ITS AGENTS,
EMPLOYEES, OFFICERS AND LEGAL REPRESENTATIVES FROM ALL LIABILITY FOR
INJURY, DEATH, DAMAGE OR LOSS TO PERSONS OR PROPERTY SUSTAINED IN
CONNECTION WITH OR INCIDENTAL TO PERFORMANCE UNDER THIS AGREEMENT,
EVEN IF THE INJURY, DEATH, DAMAGE OR LOSS IS CAUSED BY CITY'S SOLE OR
CONCURRENT NEGLIGENCE.
Consultant shall require all of its subcontractors to include in their subcontracts a release and
indemnity in favor of City in substantially the same form as above.
This Section 6 shall survive the expiration or termination of this Agreement.
7. Assignment. Consultant shall not assign or subcontract all or any part of its rights,privileges
or duties under this Agreement without the prior written consent of City, and any attempted
assignment of subcontract of same without such prior written approval shall be void and constitute a
breach of this agreement.
8. Compliance with Law. Consultant, its officers, agents, employees and subcontractors,
shall abide by and comply with all laws,federal,state and local,including all ordinances,rules and
regulations of City. It is agreed and understood that, if City calls to the attention of Consultant
any such violation on the part of Consultant or any of its officers, agents, employees or
subcontractors,then Consultant shall immediately desist from and correct such violation.
9. Non-Discrimination. Consultant, in the execution, performance or attempted performance
of this contract and Agreement, will not discriminate against any person or persons because of
disability, age, familial status, sex, race, religion, color or national origin, nor will Consultant permit
its officers, agents, employees, or subcontractors to engage in such discrimination.
This Agreement is made and entered into with reference specifically to Chapter 17,Article III,
Division 3, of the City Code of the City of Fort Worth ("Discrimination in Employment Practices"),
and Consultant hereby covenants and agrees that Consultant,its agents,employees and subcontractors
have fully complied with all provisions of same and that no employee or employee-applicant has been
discriminated against by either Consultant, its agents, employees or subcontractors.
10. Right to Audit. Consultant agrees that the City shall, until the expiration of three (3)
years after final payment under this Agreement, have access to and the right to examine any
directly pertinent books, documents, papers and records of the Consultant involving transactions
relating to this Agreement.Consultant agrees that the City shall have access during normal working
hours to all necessary Consultant facilities and shall be provided adequate and appropriate workspace
in order to conduct audits in compliance with the provisions of this section. The City shall give
Consultant reasonable advance notice of intended audits.
Consultant further agrees to include in all of its subcontractor agreements hereunder a
provision to the effect that the subcontractor agrees that the City shall, until the expiration of three(3)
years after final payment under the subcontract, have access to and the right to examine any directly
pertinent books, documents, papers and records of such subcontractor involving transactions to the
subcontract, and further that City shall have access during normal working hours to all subcontractor
Professional Services Agreement with Hazen and Sawyer,PC 3 of 7
facilities and shall be provided adequate and appropriate workspace in order to conduct audits in
compliance with the provisions of this paragraph. City shall give subcontractor reasonable advance
notice of intended audits.
This Section 10 shall survive the expiration or termination of this Agreement.
11. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by the City
in any fiscal period for any payments hereunder. City will notify Consultant of such occurrence and
this Agreement shall terminate on the last day of the fiscal period for which appropriations were
received without penalty or expense to City of any kind whatsoever, except as to the portions of the
payments herein agreed upon for which funds shall have been appropriated.
12. Entire Agreement. This written instrument constitutes the entire agreement by the parties
hereto concerning the work and services to be performed hereunder, and any prior or
contemporaneous, oral or written agreement, which purports to vary from the terms hereof shall be
void.
13. Venue and Jurisdiction. Should any action,whether real or asserted,at law or in equity,arise
out of the execution, performance, attempted performance of this Agreement, venue for said action
shall lie in Tarrant County, Texas.
14. Notices. Notices to be provided hereunder shall be sufficient if forwarded to the other party
by hand-delivery or via U.S. Postal Service certified mail,postage prepaid,to the address of the other
party shown below:
City ofFort Worth—Water
200 Texas Street
Fort Worth, Texas 76102
(817) 392-8973
Ken Hall
Hazen and Sawyer
1600 West 7th Street, Suite 402
Fort Worth, Texas 76102
(817) 870-2630
15. Non-Waiver. The failure of City or Consultant to insist upon the performance of any
term or provision of this Agreement or to exercise any right herein conferred shall not be construed
as a waiver or relinquishment to any extent of City's or Consultant's right to assert or rely upon any
such term or right on any future occasion.
16. Disclosure of Conflicts. Consultant hereby warrants to the City that Consultant has made
full disclosure in writing of any existing or potential conflicts of interest related to Consultant's
services and proposed services with respect to the Services. In the event that any conflicts of interest
arise after the Effective Date of this Agreement, Consultant hereby agrees immediately to make full
disclosure to the City in writing.
Professional Services Agreement with Hazen and Sawyer,PC 4 of 7
The City acknowledges that Consultant may use products, materials or methodologies
proprietary to Consultant. The City agrees that Consultant's provision of services under this
Agreement shall not be grounds for the City to have or obtain any rights in such proprietary products,
materials or methodologies unless the parties have executed a separate written agreement with respect
thereto.Notwithstanding the foregoing, Consultant understands and agrees that the City is subject to
various public information laws and regulations, including, but not limited to, the Texas Open
Records Act. Consultant, for itself and its officers, agents and employees, further agrees that it shall
treat all information provided to it by the City as confidential and shall not disclose any such
information to any third party without the prior written approval of the City.
17. Severability.If any provision of this Agreement is held to be invalid,illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not in any way be affected
or impaired.
18. Force Majeure. The City and Consultant shall exercise their best efforts to meet their
respective duties and obligations as set forth in this Agreement, but shall not be held liable for any
delay or omission in performance due to force majeure or other causes beyond their reasonable control,
including,but not limited to: acts of the public enemy, fires, strikes, lockouts, natural disasters,wars,
riots,material or labor restrictions by any governmental authority and/or any other similar causes.
19. Headings not Controlling,Headings and titles used in this Agreement are for reference
purposes only and shall not be deemed a part of this Agreement.
[SIGNATURES ON FOLLOWING PAGE]
Professional Services Agreement with Hazen and Sawyer,PC 5 of 7
IN WITNESS WHEREOF, the parties hereto have executed this agreement to be effective on
the Effective Date.
CITY OF FORT WORTH HAZEN AND SAWYER
ba, w'B"g6u1;?�E
Dana Bur hdoff( p 4,202 9:42 CDT)
Dana Burghdoff Ken Hall
Assistant City Manager Vice-President
Date: Date: 08/31/2022
CITY OF FORT WORTH
(�A V/L04 L ff&'2V
Christopher H rder(Aug31,202217:19 CDT)
Chris Harder
Water Director
Date:
APPROVED AS TO FORM AND LEGALITY:
ow
Diilack(Sep 2,2022 11:49 CDT)
Douglas W Black
Sr. Assistant City Attorney
M&C: none required ��4a�����
Form 1295: _none required �A�F FORT���
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ette S.Goodall(Sep 4 2022 09: DT) 000 00 'd
ICY
Jannette S. Goodall �t1t�EXjxi 44
City Secretary OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Professional Services Agreement with Hazen and Sawyer,PC o
-77
Contract Compliance
Manager Statement:
By signing I acknowledge that I am the person responsible for the monitoring and administration of
this contract, including ensuring all performance and reporting requirements.
CITY FORT WORTH
Sheree llins Date
'- 2ontract mpliance Manager
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Professional Services Agreement with Hazen and Sawyer, PC o
Exhibit A
PROFESSIONAL SERVICES TO BE PROVIDED
(City's requested services and Consultant's response)
Please see attached letter proposal from Hazen.
Hazen Hazen and Sawyer
1600 West 7th Street,Suite 402
Fort Worth,TX 76102•817.870.2630
August 24, 2022
Ms. Sherce Collins
Fort Worth Water Department
200 Texas Street
Fort Worth,TX 76 1 02-63 11
Re: Summer 2022 Executive Retreat Assistance
Business Performance Plan Update
Dear Sherce:
Hazen and Sawyer (Hazen) is pleased to submit the following letter proposal to assist with the Summer
2022 Executive Retreat.
Project Understanding
In 2016 Hazen assisted Fort Worth Water(FWW)with updating the Fiscal Year 2017,2018 and 2019
Business Performance Plan. Hazen has conducted a cultural scan with internal and external stakeholders.
Hazen also facilitated executive retreats where the Effective Utility Management(EUM)self-assessment
was performed, and EUM goals and initiatives were updated. Hazen also assisted with developing Work
Plans for FWW strategic initiatives coming out of the Business Performance Plans.
FWW has since led this effort and made great progress. FWW has developed four focus areas for
2021/2022 executive retreats: Data Analytics, Stewardship,Equity&Affordability and Workforce. FWW
conducted a retreat to discuss Data Analytics and Workforce in June 2021 and is in the process of
scheduling and developing content for the second retreat to cover Stewardship and Equity &
Affordability. FWW would like Hazen's assistance with planning and conducting the Stewardship and
Equity&Affordability retreat.
Scope of Work
Hazen will perform the following scope of services under this task:
1. Stewardship and Equity&Affordability Retreat—Hazen will assist FWW with planning and
facilitating a 1/2-day retreat on September 15,2022. Hazen will perform the following tasks:
• Agenda and Content Development—Hazen will work with FWW to develop the agenda for
the''/z day retreat. Hazen will assist FWW with developing content and identifying special
speakers to educate FWW management team on the issues of Stewardship and Equity &
Affordability,as well as, ice-breakers and other aspects of the retreat.
hazenandsawyer.com
Sheree Collins,August 24,2022
Hazen
• Retreat Facilitation-Hazen will assist FWW with setup,presentations,facilitating
discussion and activities and teardown for the retreat.
• Retreat Documentation—Hazen will provide meeting minutes and electronic copies of the
meeting presentation and materials from the Executive Retreat.
Schedule
The Stewardship and Equity&Affordability Retreat is scheduled for September 15,2022.
Professional Fees
The lump sum fee for the proposed professional services is$20,450.Please see enclosed level of effort with
effort broken out by task and persomiel.
Please feel free to call me at 682-777-6311 should you have any questions. We look forward to working
with you and the Fort Worth Water staff.
Sincerely,
.l
Scott A. Hardy,PE
Senior Associate
cc: Ryan Nagel,PE
Ken Hall, PE
Summer 2022 Executive Retreat Assistance
City of Port Worth Page 2 of 2
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